andRights Agreement • January 18th, 2001 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
RECITALS:Security Agreement • January 28th, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
Exhibit 1 SECURITIES PURCHASE AGREEMENT dated as of June 5, 2003Securities Purchase Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
Shares 1/ Common Stock ($ .01 par value)Airnet Communications Corp • November 12th, 1999 • Radio & tv broadcasting & communications equipment • New York
RECITALSEscrow Agreement • January 28th, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
WITNESSETH:Airnet Communications Corp • August 21st, 2003 • Radio & tv broadcasting & communications equipment
AGREEMENT ---------Agreement • August 14th, 2000 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Florida
Exhibit 10.19 SECURITY AGREEMENT THIS SECURITY AGREEMENT is made as of the 15th day of November, 2001, by and between AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation ("Debtor"), and Force Computers, Inc., a Delaware corporation ("Force"),...Security Agreement • April 1st, 2002 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Florida
Exhibit 10.19 BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT (this "Agreement") is made this 24th day of January, 2003, by and among AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation ("Borrower"), TECORE, INC., a Texas corporation ("Tecore")...Bridge Loan Agreement • January 28th, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
WITNESSETH:Airnet Communications Corp • September 24th, 1999
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS AND SENIOR REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 1999 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2004 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 23, 2004, by and among AirNet Communications Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 4th, 2006 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
RECITALS:Incentive Stock Option • May 15th, 2000 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS' AND REGISTRATION RIGHTS AGREEMENTShareholders' and Registration Rights Agreement • October 29th, 1999 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
AMENDED AND RESTATED MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENTMinimum Borrowing Note Registration Rights Agreement • February 15th, 2006 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes and the Warrants referred to therein.
RECITALS:Incentive Stock Option • May 15th, 2000 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
RECITALS:Voting Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
ContractAirnet Communications Corp • August 21st, 2003 • Radio & tv broadcasting & communications equipment • Delaware
This Note has been acquired for investment and has not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. This Note is subject to the terms of a Securities Purchase Agreement, dated as of June 5, 2003, among the issuer, TECORE, Inc, and SCP Private Equity Partners II, L.P. (the “Purchase Agreement”), a copy of which may be obtained by the registered holder hereof from the Secretary of the issuer. The sale and transfer of this Note is restricted under the terms of the Tag Along Allocation Agreement, dated as of the date of this Note between the issuer, TECORE, Inc, and SCP Private Equity Partners II, L.P. (the “Tag Along Agreement”). No transfer of any interest in this Note shall be effective unless permitted by and made in accordance with the Purchase Agreement and the Tag Along Agreement, and by accepting this Note the holder of this Note agrees to be bound by the Purchase Agreement and the Tag Along Agreement.
TERMS SHEET -----------Terms Sheet • March 26th, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
ContractAirnet Communications Corp • January 4th, 2006 • Radio & tv broadcasting & communications equipment • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR AS TO SAID COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS COPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Amended and Restated Non-Qualified Stock Option Agreement for Employees (for Options vesting on or after January 1, 2005 with no date certain)Airnet Communications Corp • November 30th, 2005 • Radio & tv broadcasting & communications equipment • Delaware
AirNet Communications Corporation, a Delaware corporation (the “Company”), previously granted on the <Day> day of <Month> <Year> to <Employee> (“Employee”), an option to purchase a maximum of «Total Shares» Common Shares, at the price of <Price> per share (“Option Price”). Said option has been bifurcated effective this [____ day of December, 2005] to operationally comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to distinguish between options vested prior to January 1, 2005 (not subject to section 409A of the Code) and options vesting on or after January 1, 2005 (subject to section 409A of the Code). Options vesting on or after January 1, 2005 are now subject to the following terms and conditions:
SECOND AMENDED AND RESTATED EMPLOYMENT, SEVERANCE AND BONUS AGREEMENTSeverance and Bonus Agreement • December 30th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Florida
This Second Amended and Restated Employment, Severance and Bonus Agreement (the “AGREEMENT”) is entered into this 29th day of December, 2005, by and between AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (the “COMPANY”), and GLENN A. EHLEY (the “EMPLOYEE”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
THIS AGREEMENT is dated as of the 13th day of August, 2003, by and among: AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (the “Borrower”), FORCE COMMUNICATIONS CORPORATION, a Delaware corporation (“Force”), SANMINA CORPORATION, a Delaware corporation (“Sanmina”), and BROOKTROUT, INC., Massachusetts corporation (“Brooktrout” and together with Force and Sanmina, collectively and individually, the “Subordinated Lender”); and SCP PRIVATE EQUITY PARTNERS II, LP, a Delaware limited partnership (“SCP II”) and TECORE, INC., a Texas corporation (“Tecore” and together with SCP II, collectively and individually, the “Lenders”).
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made and entered into this 13th day of August, 2003, by and among AIRNET COMMUNICATIONS CORPORATION (the “Borrower”), SCP PRIVATE EQUITY PARTNERS II, L.P. (“SCP”), and TECORE, INC. (“TECORE”).
TAG ALONG ALLOCATION AGREEMENTTag Along Allocation Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
This Tag Along Allocation Agreement (“Agreement”) dated August 13, 2003 is among AirNet Communications Corporation, a Delaware corporation (the “Company”), and SCP Private Equity Partners II, LP (“SCP”) and TECORE, Inc. (“Tecore”) as holders (the “Note Holders”) of the $16,000,000 Secured Convertible Notes (the “Notes”) issued by the Company to the Note Holders on the date hereof.
1 Exhibit 4.2 SECOND AMENDED AND RESTATED SHAREHOLDERS' AND REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED SHAREHOLDERS' AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of the 16th day of April, 1997, is between and...Shareholders' and Registration Rights Agreement • September 24th, 1999 • Airnet Communications Corp • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2004 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 22, 2004, among AirNet Communications Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Amended and Restated Non-Qualified Stock Option Agreement for Directors (for Options vested prior to January 1, 2005)Non-Qualified Stock Option Agreement • December 30th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
AirNet Communications Corporation, a Delaware corporation (the “Company”), has previously granted on the th day of to (“Optionee”), an option to purchase a maximum of Common Shares, at the price of $ per share (“Option Price”). Said option has been bifurcated effective this th day of to operationally comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to distinguish between options vested prior to January 1, 2005 (not subject to section 409A of the Code) and options vesting on or after January 1, 2005 (subject to section 409A of the Code). Options vested prior to January 1, 2005 were granted on the following terms and conditions:
AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated November 8, 2005Securities Purchase Agreement • November 10th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
Amendment To Securities Purchase Agreement (this “Amendment”) dated as of November 8, 2005, between AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), and TECORE, INC. and SCP PRIVATE EQUITY PARTNERS II, L.P. (collectively, the “Purchasers”).
Consent and Waiver of Holders of Series B Preferred StockAirnet Communications Corp • November 14th, 2002 • Radio & tv broadcasting & communications equipment
This Consent and Waiver dated as of October 31, 2002 is signed by Tandem PCS Investments, L.P., Mellon Ventures, L.P. and SCP Private Equity Partners II, L.P. (collectively, the “Series B Holders”) for the benefit of AirNet Communications Corporation, a Delaware corporation (the “Company”).
ContractAirnet Communications Corp • November 10th, 2005 • Radio & tv broadcasting & communications equipment
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR AS TO SAID COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECOND AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • December 30th, 2005 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Florida
This Second Amended and Restated Severance Agreement (the “AGREEMENT”) is entered into this 29th day of December, 2005, by and between AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (the “COMPANY”), and JOSEPH F. GERRITY (the “EMPLOYEE”).
ContractAirnet Communications Corp • November 10th, 2005 • Radio & tv broadcasting & communications equipment • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR AS TO SAID COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Consulting AgreementConsulting Agreement • November 8th, 2004 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Florida
This Agreement, dated August 24, 2004 is entered into by and between Ronald W. White (the “Consultant”), an individual domiciliary residing at 844 West 830 North, Orem, UT 84057 and AirNet Communications Corporation, a Delaware corporation (the “Company”), with offices located at 3950 Dow Road, Melbourne, Florida 32934.
